Douglas Michels
About Douglas A. Michels
Douglas A. Michels (age 68) is an independent director of West Pharmaceutical Services, Inc. (WST), serving since 2011. He is the retired President & CEO of OraSure Technologies, Inc. (2004–2018) and previously held senior leadership roles at Johnson & Johnson, including President of Ortho-Clinical Diagnostics International and President of Johnson & Johnson Healthcare Systems Inc. He holds a Bachelor’s degree from the University of Illinois and an MBA from Rutgers University. The Board has affirmatively determined that all non‑employee directors, including Michels, are independent under West’s Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OraSure Technologies, Inc. | President & Chief Executive Officer | 2004–2018 | Oversaw development of first FDA‑approved OTC home HIV rapid self‑test and first FDA‑approved rapid HCV test; significant regulatory, marketing, and global operations leadership . |
| Johnson & Johnson | Various leadership roles incl. President, Ortho‑Clinical Diagnostics International; Group VP, Global Marketing, Ortho‑Clinical Diagnostics; President, J&J Healthcare Systems Inc. | 1985–2004 | Global marketing, international supply chain, and regulatory experience across diagnostics and healthcare systems . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tyme Technologies, Inc. (public) | Director (former) | Through 2022 | Former public company directorship (oncology biotech) . |
| Presidential Advisory Council on HIV/AIDS | Member | Appointed Feb 2010 | National advisory role in public health . |
| National Blood Foundation; National Committee for Quality Health Care; Coalition to Protect America’s Health Care | Board member (prior) | Not specified | Non‑profit/industry roles aligned to healthcare policy/quality . |
Board Governance
- Current WST Board Committees: Audit; Nominating & Corporate Governance (NCGC). No chair roles reported for Michels .
- Independence: All non‑employee directors, including Michels, deemed independent (Board determination) .
- Attendance/Engagement: Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings, and all directors attended at least 90%; all then‑serving directors attended the 2024 Annual Meeting .
- Committee mandate highlights:
- Audit: financial reporting integrity; auditor oversight; internal control; compliance; cyber risk oversight; met 6 times in 2024 .
- NCGC: board composition/refresh; independence; related‑party review; non‑employee director compensation oversight; sustainability oversight; met 5 times in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Standard non‑employee director retainer; paid quarterly . |
| Committee Chair Fees | $0 | Michels is not a committee chair . |
| Lead Independent Director Fee | $0 | Not applicable; role held by Paolo Pucci until Apr 2025 and Robert Friel effective Apr 2025 . |
| Meeting Fees | Not disclosed | No separate meeting fees disclosed for directors . |
| 2024 “Fees Earned or Paid in Cash” (actual) | $100,000 | 2024 reported cash compensation . |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date FMV | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Apr 23, 2024 | 564 | $220,000 (564 × $390.20) | Fully vest at next Annual Meeting; unvested grants generally forfeit upon termination; retirement‑age year awards vest monthly through retirement . | |
| Options | — | — | — | — | Directors reported no outstanding options; equity for directors is solely stock‑settled RSUs . |
| Performance conditions | — | — | — | — | Director equity awards are time‑based; no performance metrics apply to director RSUs . |
- 2024 Director Compensation Mix (actual): Cash $100,000 (27%), Equity $220,000 (60%), Other $44,531 (12%); Total $364,531 .
- Deferrals: In 2024, all directors except Buthman, Hofmann, Joseph, and Lockhart elected to defer RSUs; Michels elected deferral .
Other Directorships & Interlocks
| Company | Sector | Relationship to WST | Conflict/Interlock Note |
|---|---|---|---|
| None current | — | — | No current public company directorships disclosed . |
| Tyme Technologies, Inc. (former) | Biotech/Oncology | Potential customer class (biotech), but no related‑party transaction disclosure involving Michels | Company reports no related person transactions required to be disclosed in 2024; NCGC oversees such reviews . |
Expertise & Qualifications
- Diagnostics and medical device leadership (OraSure CEO); regulatory wins (FDA authorizations for HIV/HCV rapid tests) .
- Deep international operations and supply chain management; global marketing leadership (Ortho‑Clinical Diagnostics) .
- Strategic M&A and partnerships experience; comprehensive healthcare industry background .
- Education: BA (University of Illinois); MBA (Rutgers University) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 43,903 shares; less than 1% of class . |
| Director stock awards outstanding (12/31/2024) | Vested 43,874; Unvested 565; Total 44,439 . |
| Director Deferred Compensation Plan balance (12/31/2024) | Cash‑settled stock units value: $2,770,840; Vested stock‑settled & deferred stock value: $11,600,567; Unvested deferred stock/RSUs: $185,094; Total: $14,556,501 . |
| Ownership guidelines | Directors must hold ≥5× annual retainer within 3 years; directors elected prior to 2022 meet this requirement (Michels meets) . |
| Hedging/pledging | Prohibited; no exceptions or waivers ever granted; no margin accounts; short sales prohibited . |
Governance Assessment
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Independence and engagement: Michels is independent, active on Audit and NCGC, with a Board that met 15 times in 2024; directors demonstrated strong attendance (virtually all at 100%; all ≥90%)—a positive engagement signal .
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Compensation alignment: Director pay emphasizes equity (annual RSUs vesting at next AGM); Michels also defers equity, building long‑term alignment; no options or performance conditions tied to director grants—standard market practice for independent directors .
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Ownership alignment: Significant accumulated director stock units and deferred balances; complies with 5× retainer ownership guideline; strong anti‑hedging/pledging policies reduce misalignment risk .
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Conflicts/related party: NCGC oversees related‑party reviews; the Company reported no related person transactions in 2024—low conflict risk signal .
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Shareholder sentiment: Directors averaged 95.5% shareholder support in 2024, and Say‑on‑Pay approval was 95.5%—supportive governance backdrop .
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RED FLAGS: None disclosed regarding attendance shortfalls, pledging, hedging, related‑party transactions, or director pay anomalies for Michels .